i) SuN TV NETWORK LIMITED MurasoliMaran Towers, 73, MRCNagar Main Road , MRCNagar , Chennai - 600 028, India. SUN Tel: +91-44-44676767, Fax : +91-44-40676161 , E-mail:tvinfo@sunnetwork .in GROUP Website:www.suntv. in CIN.: L22110TN1985PLC012491 27th March 2019 National Stock Exchange of India Limited Exchange Plaza Bandra - Reclamation BandraKurla Complex, Bandra (E) Mumbai - 400 051 Sir, Subject : Submission of Postal Ballot Notice Ref:- Symbol: SUNTV - Series: EQ ***** This is to inform that the Company is in the process of seeking the approval of the shareholders by Postal Ballot, including voting by electronic means, for the following matters: S.No. Description of Resolutions 1 Ordinary Resolution for Appointment of Mr. R. Mahesh Kumar as Director and Manaci1w Director of the Company. 2 Ordinary Resolution for Appointment of Mr. K Vijaykumar as an Executive Director of the Company. 3 Ordinary Resolution for Appointment of Ms. Kaviya Kalanithi Maran as Director and Executive Director of the Company. 4 Ordinary Resolution for Appointment of Mr. Sridhar Venkatesh as an Independent Director of the Company. 5 Ordinary Resolution for Appointment of Mr. Desmond Hemanth Theodore as an Independent Director of the Company. 6 Ordinary Resolution for Increase in Authorised Share Capital of the Company. 7 Special Resolution for Re-appointment of Mr. J. Ravindran as an Independent Director for a further term of five years . 8 Special Resolution for Re-appointment of Mr. Nicholas Martin Paul as an Independ ent Director for a further term of five years . 9 Special Resolution for Re-appointment of Mr. M.K Harinarayanan as an Independent Director for a further term of five years . 10 Special Resolution for Re-appointment of Mr. R. Ravivenkatesh as an Independent Director for a further term of five years. 11 Special Resolution for Consent for continuation of appointment of Mr . S. Selvam as Non - Executive Director. 12 Special Resolution for Consent for continuation of payment of remuneration to Mr. Kalanithi Maran "Executive Chairman" 13 Special Resolution for Consent for continuation of paym ent of remuneration to Mrs. Kavery Kalanithi "Executive Director" 14 Special Resolution for Alteration of Memorandum of Association of the Company pursuant to the Companies Act, 2013. 15 Special Resolution for Alteration of Articles of Association pursuant to the Compani es Act, 2013. Q SuN TV NETWORK LIMITED Murasoli MaranTowers, 73, MRC Nagar Main Road, MRC Nagar, Chennai - 600028, India . SUN Tel : +91-44-44676767, Fax : +91-44-40676161, E-mail: [email protected] GROUP Website: www.suntv.inC IN.: L22110TN1985PLC012491 In this regard, we enclose herewith a copy of the Postal Ballot Notice, a specimen Postal Ballot Form, which is being circulated to the members whose names appears in the Register of Members/list of Beneficial Owners as on Friday the 15th March 2019 and specimen of newspaper advertisement for your information and records. Thanking you, For Sun TV Network Limited R. Ravi Company Secretary & Compliance Officer Sun TV Network Limited CIN : L22110TN1985PLC012491 Regd. Office: Murasoli Maran Towers, 73, MRC Nagar Main Road, MRC Nagar, Chennai – 600028 Tel: +91-44-4467 6767 Fax: +91-44-4067 6161 Email: [email protected] Website: www.suntv.in NOTICE OF POSTAL BALLOT {Pursuant to Section 110 of the Companies Act, 2013, read with Rule 22 of the Companies (Management and Administration) Rules, 2014} Dear Member(s) NOTICE is hereby given that pursuant to the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modifications or re-enactment(s) thereof for the time being in force) for seeking the consent of the members to the following items as appended below, which is sought to be obtained by means of Postal Ballot which includes voting by electronic means (e-voting). Accordingly, the proposed Resolutions and the Explanatory Statements setting out all material facts are being sent to you along with a Postal Ballot Form for your consideration. The Board of Directors of the Company has appointed Mrs. Lakshmmi Subramanian, Senior Partner (M.No: FCS – 3534 CP No: 1087) of M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries, Chennai as Scrutinizer for conducting the Postal Ballot in a fair and transparent manner. Members desiring to opt for e-voting as per the facilities arranged by the Company are requested to read carefully the instructions for electronic voting, annexed to this Notice. References to Postal Ballot(s) in this Postal Ballot Notice include votes received electronically. Members are requested to carefully read the instructions printed in the Postal Ballot Form, record their assent or dissent to the above mentioned proposal(s) and return the duly completed Form in original in the pre-paid self addressed postage envelope so as to reach the Scrutinizer on or before Thursday, 25th April 2019. The Scrutinizer will submit the report to the Chairman / Director after completion of the scrutiny and the result of the postal ballot will be announced by the Chairman or any Director at the Registered Office of the Company on Friday, 26th April 2019 and also be uploaded on the Company’s website. By Order of the Board For Sun TV Network Limited Sd/- Place: Chennai R. Ravi Date: 20th March 2019 Company Secretary RESOLUTIONS TO BE PASSED THROUGH POSTAL BALLOT Special Business: Item No. 1 - Appointment of Mr. R. Mahesh Kumar as Director and Managing Director of the Company. To Consider and, if thought fit, to pass with or without modification(s), the following as an Ordinary Resolution: “RESOLVED THAT pursuant to provisions of Sections 149, 152, 161, 196, 197, 198, 203 read with Schedule V and other applicable provisions if any of the Companies Act, 2013 (including any statutory modifications, enactments or re-enactments thereof for the time being in force), SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended, and as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors, the appointment of Mr. R. Mahesh Kumar (DIN: 05263229), as an Additional Director and Managing Director made at the Board Meeting held on 20.03.2019 be confirmed and the Consent of the Company be and is hereby granted for such appointment w.e.f. 01.04.2019 for a period of 5 (five) years, subject to retirement by rotation on payment of remuneration as detailed in the Explanatory Statement.” “RESOLVED FURTHER THAT the aggregate of the remuneration payable to Mr. R. Mahesh Kumar shall be subject to overall ceiling laid down under the Companies Act, 2013 and the Board be and is hereby authorized to vary, alter and modify the terms and conditions of remuneration/remuneration structure of Mr. R. Mahesh Kumar as a Managing Director including the monetary value thereof, to the extent recommended by the Nomination and Remuneration Committee from time to time as may be considered appropriate, subject to the overall limits specified by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.” “FURTHER RESOLVED THAT in the event of absence or inadequacy of profit in any financial year during the tenure of the appointment, the Board of Directors / Nomination and Remuneration Committee constituted by the Board, do accept to pay the above remuneration as the minimum remuneration to Mr. R. Mahesh Kumar, Managing Director.” 1 "RESOLVED FURTHER THAT the Board of Directors and the Company Secretary be and are hereby severally authorized to do all such acts, deeds, matters and things and execute all such documents, instruments and writings as may be required and delegate all or any of its powers herein conferred to any committee of director(s) to give effect to the above resolution.” Item No. 2 - Appointment of Mr. K. Vijaykumar as an Executive Director of the Company. To Consider and, if thought fit, to pass with or without modification(s), the following as an Ordinary Resolution: “RESOLVED THAT pursuant to provisions of Section 196, 197, 198 read with Schedule V and other applicable provisions if any of the Companies Act, 2013 (including any statutory modifications, enactments or re-enactments thereof for the time being in force), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors, the Consent of the company be and is hereby granted for the appointment of Mr. K. Vijaykumar (DIN: 03578076), (resigned from the post of Managing Director and Chief Executive Officer w.e.f. 31.03.2019) made at the Board Meeting held on 20.03.2019 as Whole Time Director designated as an Executive Director w.e.f. 01.04.2019 for a period of 5 (five) years, subject to retirement by rotation on payment of remuneration as detailed in the Explanatory Statement.” “RESOLVED FURTHER THAT the aggregate of the remuneration payable to Mr. K. Vijaykumar shall be subject to overall ceiling laid down under the Companies Act, 2013 and the Board be and is hereby authorized to vary, alter and modify the terms and conditions of remuneration/remuneration structure of Mr. K. Vijaykumar as an Executive Director including the monetary value thereof, to the extent recommended by the Nomination and Remuneration Committee from time to time as may be considered appropriate, subject to the overall limits specified under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.” “FURTHER RESOLVED THAT in the event of absence or inadequacy of profit in any financial year during the tenure of the appointment, the Board of Directors / Nomination and Remuneration Committee constituted by the Board, do accept to pay the above remuneration as the minimum remuneration to Mr.